Core-Mark Announces First Quarter 2013 Financial Results

SOUTH SAN FRANCISCO, CA--(Marketwired - May 7, 2013) -   Core-Mark Holding Company, Inc. ( NASDAQ : CORE ), one of the largest marketers of fresh and broad-line supply solutions to the convenience retail industry in North America, announced financial results for the first quarter ended March 31, 2013.

"I am encouraged to see healthy growth in our non-cigarette sales and robust improvements in the margins, despite soft consumer demand in the quarter. This not only indicates that our key strategies continue to resonate with customers, but strengthens my confidence that we will post record earnings in 2013," said Thomas B. Perkins, President and Chief Executive Officer. "I am very excited about our new Carolina division and the positive impact they have made to the company and the new Turkey Hill contract announced this morning."

First Quarter

Net sales increased 2.1% to $2.15 billion for the first quarter of 2013 compared to $2.10 billion for the same period in 2012 driven by the Company's recent acquisition. Sales growth overall was impacted by the timing of certain customer gains and losses, declines in carton sales and one less selling day this quarter. Non-cigarette sales grew 5.2% driven by sales from our newest division and by execution of the Company's key marketing strategies.

Gross profit for the first quarter of 2013 was $116.0 million compared to $110.1 million in the first quarter of 2012. Remaining gross profit increased 5.5% to $118.1 million. Non-cigarette remaining gross profit grew $6.1 million or 31 basis points compared to the same quarter last year. Cigarette remaining gross profit per carton was flat. The following table reconciles the components of remaining gross profit.

RECONCILIATION OF GROSS PROFIT TO REMAINING GROSS PROFIT
(Unaudited and $ in millions)
		For the Three Months Ended March 31,
		2013				2012				% Change
Gross profit		$	116.0			$	110.1			5.4	%
Cigarette inventory holding gains			(0.8	)			(1.1	)
LIFO expense			2.9				2.9
Remaining gross profit		$	118.1			$	111.9			5.5	%

The Company's operating expenses for the first quarter of 2013 were $110.9 million compared to $104.0 million in the same quarter of 2012. Operating expenses as a percentage of sales increased 22 basis points driven largely by a lack of leverage on soft sales.

Net income for the first quarter of 2013 was $2.6 million compared to $3.6 million for the same period in 2012. Adjusted EBITDA was $15.9 million in the first quarter of 2013 compared to $16.7 million in the first quarter of 2012. The components of Adjusted EBITDA are provided in the table below.

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
(Unaudited and $ in millions)
		For the Three Months Ended March 31,
		2013			2012				% Change
Net income		$	2.6		$	3.6			(27.8	% )
Interest expense, net (1)			0.6			0.5
Provision for income taxes			1.5			2.1
Depreciation and amortization			6.6			6.3
LIFO expense			2.9			2.9
Stock-based compensation expense			1.3			1.4
Foreign currency transaction losses (gains), net			0.4			(0.1	)
Adjusted EBITDA		$	15.9		$	16.7			(4.8	% )
Note (1): Interest expense, net, is reported net of interest income.

Diluted earnings per share were $0.22 for the first quarter this year compared to $0.31 in the first quarter of last year. Excluding LIFO expenses, diluted earnings per share were $0.37 per diluted share in this quarter compared to $0.46 for the first quarter in 2012. In addition, per share results were impacted by several items, which are reconciled in the attached diluted EPS table following the financial schedules.

Guidance for 2013

The Company expects annual net sales in 2013 to be between $9.8 billion and $10.0 billion, a 10% to 12% increase compared to 2012. This expected growth is driven by incremental sales from our recent acquisition of J.T. Davenport, market share gains including our recently announced contract with Turkey Hill and additional penetration into existing stores, leveraging our vendor consolidation and focused marketing initiatives.

Adjusted EBITDA for 2013 is expected to be between $112 million and $115 million, an 11% to 14% increase over 2012 which includes some start-up and conversion costs associated with the recent acquisition. Diluted earnings per share for the full year are expected to be between $3.10 and $3.25 or between $3.90 and $4.05 excluding the impact of LIFO expense. We are expecting approximately $16 million in LIFO expense, a 40% tax rate and 11.8 million fully diluted shares outstanding.

Capital expenditures for 2013 are expected to approach $30 million, which will be utilized for expansion projects and maintenance investments.

Conference Call and Webcast Information

Core-Mark will host an earnings call on Tuesday, May 7, 2013 at 9:00 a.m. Pacific time during which management will review the results of the first quarter. The call may be accessed by dialing 1-800-588-4973 using the code 34706595. The call may also be listened to on the Company's website www.core-mark.com .

An audio replay will be available for two weeks following the call by dialing 888-843-7419 using the same code provided above. The replay will also be available via webcast at www.core-mark.com for approximately 90 days following the call.

About Non-GAAP Financial Measures

This press release includes non-GAAP financial measures including adjusted diluted earnings per share, diluted earnings per share excluding LIFO expense, Adjusted EBITDA, and remaining gross profit. We believe these non-GAAP financial measures provide meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful period to period evaluation. Management uses these non-GAAP financial measures in order to have comparable financial results to analyze changes in our underlying business. These non-GAAP measures should be considered a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The tables in this press release contain more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.

Forward-Looking Statements

Statements in this press release that are not statements of historical fact are forward-looking statements. These statements include statements regarding our guidance for 2013 net sales, Adjusted EBITDA, diluted earnings per share, capital expenditures and related disclosures. Forward-looking statements in some cases can be identified by the use of words such as "may," "will," "should," "potential," "intend," "expect," "seek," "anticipate," "estimate," "believe," "could," "would," "project," "predict," "continue," "plan," "propose" or other similar words or expressions. Forward-looking statements are made only as of the date of this press release and are based on our current intent, beliefs, plans and expectations. They involve risks and uncertainties that could cause actual future results, performance or developments to differ materially from those described in or implied by such forward-looking statements.

Factors that might cause or contribute to such differences include, but are not limited to, challenging economic conditions; our dependence on the convenience retail industry for our revenues; competition in our distribution markets, including direct distribution by manufacturers; the dependence of some of our distribution centers on a few relatively large customers; gasoline and other price increases; the low-margin nature of cigarette and consumable goods distribution; our reliance on manufacturer discount and incentive programs and cigarette excise stamping allowances; our dependence on relatively few suppliers; risks and costs associated with efforts to grow our business through acquisitions; product liability claims, counterfeit product claims and manufacturer recalls of products; our ability to achieve the expected benefits of implementation of marketing initiatives; failure or disruptions of our information technology systems; unexpected outcomes in legal proceedings; our dependence on our senior management; shortages of qualified labor; attempts by unions to organize our employees; exposure to employee health benefit costs; compliance with governmental regulations; earthquake and natural disaster damage; exposure to insurance and claims expenses; declining cigarette sales volumes; legislation and other matters negatively affecting the cigarette and tobacco industry; increases in excise taxes or reduction in credit terms by taxing jurisdictions; potential liabilities associated with sales of cigarettes and other tobacco products; competition from sales of illicit and other low priced sales of cigarettes; changes to federal, state or provincial income tax legislation; changes in the funding of our pension plans; reduction in the payment of dividends; currency exchange rate fluctuations; our ability to borrow additional capital, including any restrictions placed on our operations by such borrowings; and changes to accounting rules or regulations. Refer to the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on March 14, 2013 and Part II, Item 1A, "Risk Factors" of any quarterly report on Form 10-Q subsequently filed by us for a more comprehensive discussion of these and other risk factors. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Core-Mark

Core-Mark is one of the largest marketers of fresh and broad-line supply solutions to the convenience retail industry in North America. Founded in 1888, Core-Mark offers a full range of products, marketing programs and technology solutions to approximately 30,000 customer locations in the U.S. and Canada through 28 distribution centers (excluding two distribution facilities the Company operates as a third party logistics provider). Core-Mark services traditional convenience retailers, grocers, drug, liquor and specialty stores, and other stores that carry convenience products. For more information, please visit www.core-mark.com .

CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
				March 31,				December 31,
				2013				2012
Assets
Current assets:
	Cash and cash equivalents			$	18.6			$	19.1
	Restricted cash				10.9				10.9
	Accounts receivable, net of allowance for doubtful accounts of $10.1 and $10.9 at March 31, 2013 and December 31, 2012, respectively				244.7				228.1
	Other receivables, net				50.5				53.8
	Inventories, net				269.1				366.4
	Deposits and prepayments				46.3				40.3
	Deferred income taxes				8.2				8.2
		Total current assets			648.3				726.8
Property and equipment, net					111.4				114.7
Goodwill					22.6				22.8
Other intangible assets, net					20.5				21.4
Other non-current assets, net					33.5				33.5
		Total assets		$	836.3			$	919.2
Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable			$	97.3			$	94.4
	Book overdrafts				18.8				24.7
	Cigarette and tobacco taxes payable				139.2				165.6
	Accrued liabilities				76.4				79.5
	Deferred income taxes				3.4				3.4
		Total current liabilities			335.1				367.6
Long-term debt					35.3				84.7
Deferred income taxes					11.3				11.7
Other long-term liabilities					11.9				12.1
Claims liabilities, net					28.3				28.1
Pension liabilities					14.2				14.8
		Total liabilities			436.1				519.0
Commitments and contingencies
Stockholders' equity:
	Common stock, $0.01 par value (50,000,000 shares authorized, 12,705,542 and 12,602,806 shares issued; 11,476,858 and 11,446,229 shares outstanding at March 31, 2013 and December 31, 2012, respectively)				0.1				0.1
	Additional paid-in capital				250.5				249.2
	Treasury stock at cost (1,228,684 and 1,156,577 shares of common stock at March 31, 2013 and December 31, 2012, respectively)				(40.9	)			(37.4	)
	Retained earnings				197.5				194.9
	Accumulated other comprehensive loss				(7.0	)			(6.6	)
		Total stockholders' equity			400.2				400.2
		Total liabilities and stockholders' equity		$	836.3			$	919.2

CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
				Three Months Ended March 31,
				2013				2012
Net sales				$	2,145.7			$	2,100.7
Cost of goods sold					2,029.7				1,990.6
	Gross profit				116.0				110.1
Warehousing and distribution expenses					67.7				63.4
Selling, general and administrative expenses					42.5				39.7
Amortization of intangible assets					0.7				0.9
	Total operating expenses				110.9				104.0
		Income from operations			5.1				6.1
Interest expense					(0.7	)			(0.6	)
Interest income					0.1				0.1
Foreign currency transaction (losses) gains, net					(0.4	)			0.1
		Income before income taxes			4.1				5.7
Provision for income taxes					(1.5	)			(2.1	)
		Net income		$	2.6			$	3.6
Basic net income per common share (1)				$	0.22			$	0.31
Diluted net income per common share (1)				$	0.22			$	0.31
Basic weighted-average shares					11.5				11.4
Diluted weighted-average shares					11.6				11.6
Dividends declared and paid per common share				$	-			$	0.17
Note (1): Basic and diluted earnings per share are calculated based on unrounded actual amounts.

CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
					Three Months Ended March 31,
					2013				2012
Cash flows from operating activities:
	Net income				$	2.6			$	3.6
	Adjustments to reconcile net income to net cash provided by operating activities:
		LIFO and inventory provisions				2.8				2.8
		Amortization of debt issuance costs				0.1				0.1
		Stock-based compensation expense				1.3				1.4
		Bad debt expense, net				-				0.3
		Depreciation and amortization				6.6				6.3
		Foreign currency transaction losses (gains), net				0.4				(0.1	)
		Deferred income taxes				-				(0.1	)
	Changes in operating assets and liabilities:
		Accounts receivable, net				(16.9	)			(10.2	)
		Other receivables, net				3.2				1.2
		Inventories, net				93.4				125.6
		Deposits, prepayments and other non-current assets				(7.2	)			(3.6	)
		Accounts payable				3.3				1.3
		Cigarette and tobacco taxes payable				(25.6	)			(29.8	)
		Pension, claims, accrued and other long-term liabilities				(3.7	)			(7.1	)
			Net cash provided by operating activities			60.3				91.7
Cash flows from investing activities:
	Change in restricted cash					(0.2	)			-
	Additions to property and equipment, net					(1.7	)			(5.5	)
	Proceeds from sale of fixed assets					-				0.2
			Net cash used in investing activities			(1.9	)			(5.3	)
Cash flows from financing activities:
	Repayments under revolving credit facility, net					(49.3	)			(62.0	)
	Principal payments under capital lease obligations					(0.2	)			-
	Dividends paid					-				(2.0	)
	Repurchases of common stock					(3.5	)			(0.7	)
	Proceeds from exercise of common stock options					0.8				0.6
	Tax withholdings related to net share settlements of restricted stock units					(1.8	)			(0.7	)
	Excess tax deductions associated with stock-based compensation					1.0				0.3
	Decrease in book overdrafts					(5.8	)			(19.9	)
			Net cash used in financing activities			(58.8	)			(84.4	)
Effects of changes in foreign exchange rates						(0.1	)			(0.3	)
(Decrease)/Increase in cash and cash equivalents						(0.5	)			1.7
Cash and cash equivalents, beginning of period						19.1				15.2
Cash and cash equivalents, end of period					$	18.6			$	16.9
Supplemental disclosures:
	Cash paid during the period for:
		Income taxes paid, net of refunds			$	0.9			$	0.3
		Interest paid				0.4				0.4

CORE-MARK HOLDING COMPANY, INC. AND SUBSIDIARIES
RECONCILIATION OF DILUTED EPS TO ADJUSTED DILUTED EPS
(In millions, except per share data)
(Unaudited)
			Three Months Ended March 31,
			2013 (a)				2012 (a)				% Decrease
Net Income			$	2.6			$	3.6			(27.8	% )
Diluted shares				11.6				11.6
Diluted EPS			$	0.22			$	0.31			(29.0	% )
	LIFO expense			0.15				0.15
Diluted EPS excluding LIFO expense			$	0.37			$	0.46			(19.6	% )
	Cigarette inventory holding gains (1)			(0.04	)			(0.06	)
	Foreign exchange losses (gains)			0.02				(0.01	)
	Acquisition costs (2)			0.01				-
Adjusted diluted EPS (3)			$	0.36			$	0.39			(7.7	% )
(1) Cigarette inventory holding gains Cigarette inventory holding gains were $0.8 million and $1.1 million for the three months ended March 31, 2013 and 2012, respectively.
(2) Acquisition costs For the three months ended March 31, 2013, we incurred $0.2 million, or $0.01 per diluted share, of costs related to the acquisition of J.T. Davenport and Sons, Inc. (Davenport).
(3) Adjusted diluted EPS The adjusted diluted earnings per share impacts of the above items were calculated using a tax rate of approximately 40.01% and 40.76% for the three months ended March 31, 2013 and 2012, respectively.
(a) Amounts and percentages have been rounded for presentation purposes and might differ from unrounded results.